EXHIBIT 3


                        INTERNATIONAL URANIUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       (UNITED STATES DOLLARS) (UNAUDITED)

1.       Basis of Preparation of Financial Statements

         These unaudited interim consolidated financial statements of the
         Company and its subsidiaries have been prepared in accordance with
         accounting principles generally accepted in Canada on a basis
         consistent with the consolidated financial statements of the Company
         included in its 2001 annual report.

2.       Restricted Investments

         Amounts represent cash and fixed income securities the Company has
         placed on deposit to secure its reclamation and performance bonds.
         During the quarter ended December 31, 2001, the Company increased
         amounts placed on deposit to bring its collateral to approximately 100%
         as required by the bonding company (Notes 3 and 4).



                                              March 31, 2002   September 30, 2001
                                              --------------   ------------------
                                                         
         Cash and cash equivalents             $  6,002,191      $  4,653,849
         Fixed income securities                  6,442,090         5,871,224
                                               ------------      ------------
                                               $ 12,444,281      $ 10,525,073
                                               ============      ============


3.       Other Asset

         On September 13, 1999 the Company entered into a uranium concentrates
         sale and put option agreement with a third party. The Company
         transferred 400,000 pounds U(3)O(8) at a purchase price of $10.80 per
         pound U(3)O(8) under this agreement giving the third party the option
         to put up to an equivalent quantity to the Company at $10.55 per pound
         U(3)O(8) at any one time within the period beginning October 1, 2001
         and ending March 1, 2003. The transaction was accounted for as a
         deferred credit and the value of the inventory that could be put to the
         Company upon exercise of the put option was reclassified as an other
         asset. A $1,000,000 bond (Note 2) secures a portion of the transaction.

4.       Provisions for Reclamation

         Estimated future decommissioning and reclamation costs of the Mill and
         U.S. mining properties are based principally on legal and regulatory
         requirements. At March 31, 2002 and September 30, 2001, $12,350,157 was
         accrued for reclamation costs. The Company has posted bonds in the
         amount of $11,488,175 in favor of the United States Nuclear Regulatory
         Commission and the applicable state regulatory agencies as partial
         security for these liabilities and has deposited cash and fixed income
         securities on account of these obligations (Note 2).

         Elements of uncertainty in estimating reclamation and decommissioning
         costs include potential changes in regulatory requirements,
         decommissioning and reclamation alternatives and the scope of
         reclamation activities. Actual costs will differ from those estimated
         and such differences may be material.